Starbev GP Ltd v Interbrew Central European Holdings BV (Rev 1) [2016] EWCA Civ 449 (11 May 2016)

Starbev GP Ltd v Interbrew Central European Holdings BV (Rev 1) [2016] EWCA Civ 449 (11 May 2016)

The anti-avoidance clause in the CVR is triggered where the dominant purpose of the transaction is to reduce payments due to ABI/ICEH, and the calculation of the Investment Amount includes necessary transaction fees and recharge payments made by Starbev in acquiring Relevant Interests, as these are part of the cost of acquisition.

Citation
[2016] EWCA Civ 449
Parties
Appellant/respondent: Starbev GP Limited; Respondent/appellant: Interbrew Central European Holdings BV
Jurisdiction
England and Wales
Judgment Date
11 May 2016
Procedural Posture
Civil Appeal / Court of Appeal Judgment on Cross Appeals From High Court (commercial Court)
Outcome
Appeals of both Starbev and ICEH dismissed on principal issues.
Legal Topics
Interpretation of Anti Avoidance Clauses, Calculation of Contingent Value Rights, Purpose in Contractual Anti Avoidance Provisions, Calculation of Investment Amount in Sale Agreements
Contract Law Commercial Law Interpretation of Anti Avoidance Clauses Calculation of Contingent Value Rights Purpose in Contractual Anti Avoidance Provisions Calculation of Investment Amount in Sale Agreements

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Parties

Starbev GP Limited

Appellant/respondent

Interbrew Central European Holdings BV

Respondent/appellant

Procedural Posture

Civil Appeal / Court of Appeal Judgment on Cross Appeals From High Court (commercial Court)

Legal Issues

  1. 1 Whether the anti-avoidance clause in the CVR required the 'sole', 'dominant', or 'a' purpose of reducing payments to ABI/ICEH
  2. 2 Whether certain transaction fees and recharge payments should be included in the calculation of the Investment Amount for the CVR

Ratio Decidendi

The anti-avoidance clause in the CVR is triggered where the dominant purpose of the transaction is to reduce payments due to ABI/ICEH, and the calculation of the Investment Amount includes necessary transaction fees and recharge payments made by Starbev in acquiring Relevant Interests, as these are part of the cost of acquisition.

Court Disposition

Appeals of both Starbev and ICEH dismissed on principal issues.

Orders

  • Declaration that the anti-avoidance clause is triggered by dominant purpose to reduce payments to ABI/ICEH.
  • Declaration that the disputed fees and recharge payments are included in the Investment Amount.